Combination Consideration Purchaser Shares means 0.4136 of a Purchaser Share per Class A Share
Stock Consideration has the meaning set forth in Section 2.01(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.
Consideration Shares has the meaning ascribed thereto in Section 2.2.
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.
Option Consideration has the meaning set forth in Section 3.3(a).
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.
Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Cash Consideration has the meaning set forth in Section 2.2.
Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.
Purchaser Shares means the common shares in the capital of the Purchaser.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).
Total Merger Consideration has the meaning set forth in Section 2.2(a).